Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
ACTT II Global Acquisition Corp. (ACTT)
(Name of Issuer)
Common Stock
(Title of Class of Securities)
G0080J104
(CUSIP Number)
December 31, 2019
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
[X]Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities,
and for any subsequent amendment containing information which would
alter disclosures
provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of
that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
1. NAMES OF REPORTING PERSONS
J. Goldman & Co., L.P.
2.CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)[]
(b)[]
3. SEC USE ONLY
4.CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.SOLE VOTING POWER
0
6.SHARED VOTING POWER
1,794,843 shares of Common Stock (including 763,900 shares of
Common Stock issuable upon exercise of warrants) (see Item 4)
7.SOLE DISPOSITIVE POWER
0
8.SHARED DISPOSITIVE POWER
1,794,843 shares of Common Stock (including 763,900 shares of
Common Stock issuable upon exercise of warrants) (see Item 4)
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,794,843 shares of Common Stock (including 763,900 shares of
Common Stock issuable upon exercise of warrants) (see Item 4)
10.CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)[]
11.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.83%
12.TYPE OF REPORTING PERSON (see instructions)
IA
1.NAMES OF REPORTING PERSONS
J. Goldman Capital Management, Inc.
2.CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)[]
(b)[]
3.SEC USE ONLY
4.CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.SOLE VOTING POWER
0
6.SHARED VOTING POWER
1,794,843 shares of Common Stock (including 763,900 shares of
Common Stock issuable upon exercise of warrants) (see Item 4)
7.SOLE DISPOSITIVE POWER
0
8.SHARED DISPOSITIVE POWER
1,794,843 shares of Common Stock (including 763,900 shares of
Common Stock issuable upon exercise of warrants) (see Item 4)
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,794,843 shares of Common Stock (including 763,900 shares of
Common Stock issuable upon exercise of warrants) (see Item 4)
10.CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)[]
11.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.83%
12.TYPE OF REPORTING PERSON (see instructions)
CO
1.NAMES OF REPORTING PERSONS
Jay G. Goldman
2.CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)[]
(b)[]
3.SEC USE ONLY
4.CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.SOLE VOTING POWER
0
6.SHARED VOTING POWER
1,794,843 shares of Common Stock (including 763,900 shares of
Common Stock issuable upon exercise of warrants) (see Item 4)
7.SOLE DISPOSITIVE POWER
0
8.SHARED DISPOSITIVE POWER
1,794,843 shares of Common Stock (including 763,900 shares of
Common Stock issuable upon exercise of warrants) (see Item 4)
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,794,843 shares of Common Stock (including 763,900 shares of
Common Stock issuable upon exercise of warrants) (see Item 4)
10.CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)[]
11.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.83%
12.TYPE OF REPORTING PERSON (see instructions)
IN
Item 1.
(a)Name of Issuer: ACT II Global Acquisition Corp. (ACTT)
(b)Address of Issuer's Principal Executive Offices:
1345 Avenue of the Americas
New York, NY 10105
Item 2.
(a)Name of Person Filing:
This Statement is filed by: (i) J. Goldman & Co., L.P. ("JGC") with respect
to Common Stock of the Company beneficially owned by J. Goldman Master Fund,
L.P.; (ii) J. Goldman Capital Management, Inc. ("JGCM") with respect to
Common Stock of the Company beneficially owned by J. Goldman Master Fund,
L.P.; and (iii) Mr. Jay G. Goldman with respect to Common Stock of the
Company beneficially owned by J. Goldman Master Fund, L.P.
(b)Address of the Principal Office or, if none, residence
The address of the principal place of business office of JGC, JGCM and Mr.
Goldman is c/o J. Goldman & Co., L.P., 510 Madison Avenue, 26th Floor,
New York, NY 10022.
(c)Citizenship
JGC and JGCM are organized under the laws of the State of Delaware.
Mr. Goldman is a citizen of the United States of America.
(d)Title of Class of Securities
Common Stock
(e)CUSIP Number
G0080J104
Item 3.If this statement is filed pursuant to 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) [] Broker or dealer registered under section 15
of the Act (15 U.S.C. 78o).
(b) [] Bank as defined in section 3(a)(6) of the Act
(15 U.S.C. 78c).
(c) [] Insurance company as defined in section 3(a)(19)
of the Act (15 U.S.C. 78c).
(d) [] Investment company registered under section 8 of
the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) [X] An investment adviser in accordance with
240.13d-1(b)(1)(ii)(E);
(f) [] An employee benefit plan or endowment fund
in accordance with 240.13d-1(b)(1)(ii)(F);
(g) [X] A parent holding company or control person
in accordance with 240.13d-1(b)(1)(ii)(G);
(h) [] A savings associations as defined in Section 3(b)
of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [] A church plan that is excluded from the definition
of an investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) [] Group, in accordance with 240.13d-1(b)(1)(ii)(J).
Item 4.Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
The information as of the date of the event which requires filing
of this statement required by Items 4(a) - (c) is set forth in Rows
5-11 of the cover page for each Reporting Person hereto and is
listed below for each Reporting Person. The percentage set forth
in Row 11 of the cover page for each Reporting Person is based on
30,000,000 shares of Common Stock issued and outstanding as of
September 30, 2019, as represented in the Company's Quarterly Report
on Form 10-Q filed with the Securities Exchange Commission on November
8, 2019 and assumes the exercise of the Company's reported warrants.
(a)Amount beneficially owned:
J. Goldman & Co., L.P. - 1,794,843 shares of Common Stock (including
763,900 shares of Common Stock issuable upon exercise of warrants).
J. Goldman Capital Management, Inc. - 1,794,843 shares of Common
Stock (including 763,900 shares of Common Stock issuable upon
exercise of warrants).
Jay. G. Goldman - 1,794,843 shares of Common Stock (including 763,900
shares of Common Stock issuable upon exercise of warrants).
(b)Percent of class:
J. Goldman & Co., L.P. - 5.83%
J. Goldman Capital Management, Inc. - 5.83%
Jay. G. Goldman - 5.83%
(c)Number of shares as to which the person has:
(i)Sole power to vote or to direct the vote:
J. Goldman & Co., L.P. - 0
J. Goldman Capital Management, Inc. - 0
Jay. G. Goldman - 0
(ii)Shared power to vote or to direct the vote:
J. Goldman & Co., L.P. - 1,794,843 shares of Common Stock (including
763,900 shares of Common Stock issuable upon exercise of warrants).
J. Goldman Capital Management, Inc. - 1,794,843 shares of Common Stock
(including 763,900 shares of Common Stock issuable upon exercise of
warrants).
Jay. G. Goldman - 1,794,843 shares of Common Stock (including
763,900 shares of Common Stock issuable upon exercise of warrants).
(iii)Sole power to dispose or to direct the disposition of:
J. Goldman & Co., L.P. - 0
J. Goldman Capital Management, Inc. - 0
Jay. G. Goldman - 0
(iv)Shared power to dispose or to direct the disposition of:
J. Goldman & Co., L.P. - 1,794,843 shares of Common Stock
(including 763,900 shares of Common Stock issuable upon exercise
of warrants).
J. Goldman Capital Management, Inc. - 1,794,843 shares of Common
Stock (including 763,900 shares of Common Stock issuable upon
exercise of warrants).
Jay. G. Goldman - 1,794,843 shares of Common Stock (including
763,900 shares of Common Stock issuable upon exercise of warrants).
Item 5.Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following[].
Item 6.Ownership of More than Five Percent on Behalf of Another Person.
N/A
Item 7.Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company.
N/A
Item 8.Identification and Classification of Members of the Group.
N/A
Item 9.Notice of Dissolution of Group.
N/A
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired and are held in the ordinary
course of business and were not acquired and are not held for the purpose of
or with the effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
J. GOLDMAN & CO., L.P.
February 14, 2020
Date
/s/ Jay G. Goldman
Signature
Name: Jay G. Goldman
Title: Chief Executive Officer
J. GOLDMAN CAPITAL MANAGEMENT, INC.
February 14, 2020
Date
/s/ Jay G. Goldman
Signature
Name: Jay G. Goldman
Title: Director
JAY G. GOLDMAN
February 14, 2020
Date
/s/ Jay G. Goldman
Signature
AGREEMENT
The undersigned agree that this Schedule 13G dated December 31, 2017
relating to the Common Stock of ACTT shall be filed on behalf of
the undersigned.
J. GOLDMAN & CO., L.P.
February 14, 2020
Date
/s/ Jay G. Goldman
Signature
Name: Jay G. Goldman
Title: Chief Executive Officer
J. GOLDMAN CAPITAL MANAGEMENT, INC.
February 14, 2020
Date
/s/ Jay G. Goldman
Signature
Name: Jay G. Goldman
Title: Director
JAY G. GOLDMAN
February 14, 2020